Lullaby
by Prince Jackaninny
Summary: Spencer can't sleep and Billy offers to sing for him. Spencer isn't so sure that's going to help.
1. Chapter 1

**A/N**: Someone on Tumblr (I think in a confession or something) said they had a headcanon about Billy singing an insomniac Spencer to sleep. I thought it was a cute idea so I tried to write it. The first song is "Where Does Your Mind Go?" by Beardyman, who is Billy's voice actor (so we can kind of say that's Billy's song? In a way?) and the second is "Lullaby" by Tom Waits.

* * *

Spencer rolled onto his side and stared at the window. It was too bright in here to sleep. He'd shut the blinds, but slivers of moonlight still slid in, dimly illuminating his room. His eyes were sore and tired, so he squeezed them shut. It didn't make any difference. He rolled over onto his other side and then onto his back. Finally he flipped over onto his stomach and hid his head under the pillow. He sighed loudly into the mattress.

"What's wrong brosomniac?" Spencer sighed again at the familiar voice. He tossed the pillow away from himself and craned his neck to look at Billy, who was floating above him. The spectre wore a goofy looking grin, and tilted his head, "Can't cha sleep?"

"No." Spencer answered, rolling onto his back and sitting up, "Why are you still awake?"

"Your tossing and turning and general bad juju woke me up." Billy said, floating down towards the floor.

"Oh… Yikes, sorry about that," Spencer rubbed the back of his neck sheepishly.

Billy hovered around the side of the bed and waved his hand dismissively, "No worries, I don't actually need to sleep, being a ghost and all. I just have nothing better to do when everyone else is off on vacay in dreamland." Billy's grin faded abruptly and he glanced around, "So, uh, what's keeping you up?"

"I don't know, dude…" Spencer said, rubbing his eyes, "I mean, I'm tired… And I want to sleep, but it just doesn't happen." Billy's brow creased for a moment. He thought he could hear distress building in his young friend's voice. They were both silent for a moment, as Spencer stared at his sheets and Billy stared at Spencer.

"Want me to sing you a lullaby?"

"No."

Billy frowned deeply at how abrupt the response was, "Oh come on, Johannes Brohm, you are _greatly_ underestimating the curative properties of my vocal abilities." He leaned forward as Spencer rolled his eyes, "I may be mostly about the rock scene, but I'll have you know I have an incredible range. Vicious punk screaming? I can do that. Vocals as soft as winter snowfall? I got you covered."

Spencer flopped down onto his back and curled up under the blankets, "Fine, fine, if you wanna sing a lullaby so badly, go ahead." Billy grinned and rested his chin and arms on the side of the bed.

"_Hush little Spencey, don't say a word, Billy's gonna buy you a mocking b-_"

"No!" Spencer laughed and tried to push Billy away from the bed, "If you're gonna sing, sing something that'll put me to sleep, not make me laugh."

"Alright, alright," Billy chuckled. He tilted his head and pursed his lips in thought.

"…You can't even think of something to sing," Spencer accused, snuggling back under the blankets.

"No, no, I got something! I got something!" Billy said indignantly.

"Well, don't sing anything about yachts. Or yourself."

"I wasn't going to. Now you made me forget what I was gonna sing," Billy frowned in concentration and Spencer stifled a giggle. After a beat Billy shifted himself to get comfortable, still resting his upper half on the side of the bed. He had a subtle, lopsided smile on his face as he started humming something Spencer didn't recognize. Soon the hum gave way to words,

"_Where does your mind go when you're not using it?_

_Now you're suffering in silence, and it's just not happening_

_You're too cool or you're too eager to just be left alone_

_You better melt into the moment before you turn to stone_"

Spencer was surprised at how relaxing Billy's singing was. The rough quality that the spectre's voice usually possessed had melted away. It left him with a tone that was strong, but not intimidating, almost stoic. It was not the best singing Spencer had heard, but something about it made him wish it would never stop. When it did finish, Billy went back to humming. Spencer dimly thought about asking him to sing it again, but drifted off to sleep before he could get the words out.

"See, what did I tell you? Super re-" Billy cut himself off when he noticed Spencer was still and quiet. He dropped his voice to a low whisper, "Relaxing. Super relaxing." Billy snickered at his own prowess and phased down through the floor to go raid the refrigerator.

* * *

Spencer slept fitfully at first, but eventually it gave way to a tumultuous sort of sleep. A sleep filled with bizarre dreams and anxious restlessness. He woke slowly, spending a few minutes refusing to open his eyes in the hopes that he would fall back to sleep again. His eyes slid open and struggled to adjust to the darkness. He shifted a little and cringed when the crinkling sheets broke the silence. But, it wasn't silent, he realized suddenly. He could hear something very faint, singing? Spencer rolled over and looked for Billy. The phantom was laying on his back in midair, with his arms behind his head. He had his eyes closed and was singing very softly. It sounded kind of… sad, Spencer realized. He strained to try and catch the lyrics, managing to tune in mid-line,

"_- to you dreams_

_If I should die before you wake_

_Don't you cry, don't you weep_

_Nothing's ever yours to keep_

_So close your eyes; go to sleep_"

Billy's singing built up a bit with the last two lines, his voice becoming louder, but still just a whisper. Once he'd stopped the room became almost tangibly silent.

"Did you write that?" Spencer asked suddenly, breaking the growing silence. Billy's eyes shot open and he looked down at Spencer in surprise.

"No, I-" Billy looked back up at the ceiling, "I don't usually even _listen_ to things like that. I don't know what made me think of it now…"

"What about the other song?" Spencer asked.

"The one I sang before you fell asleep?" Billy asked. Spencer nodded, wondering if that implied Billy had been singing all night. "Yeah, that one was mine."

Spencer flushed a little, feeling that the conversation, and the whole night, was rather awkward, "I liked it."

Billy looked down at him for a moment. A big, stupid smile spread across his face and Spencer felt the whole atmosphere of the room shift back to normal, "Hey thanks, bro. No one really paid much attention when I wrote songs like that."

Spencer smiled and found that his eyes now felt very heavy. He began to drift off to sleep. He thought he heard Billy start singing or humming again, but perhaps he'd just begun dreaming already.


	2. Chapter 2

**A/N**: Ah yes, the nightmare fic, everyone's favourite over-used cliché.

If you can name the movie Spencer's watching then A++ for you. It was one of my favourites when I was a teen and thus I've managed to work it into fanfiction of a children's show.

The song is "The Art of Conversation" by Beardyman. Once again, since he is Billy's voice actor, I'm just going to treat his songs as being Billy's songs in-universe.

* * *

"There is no way I'm watching another horror flick!" Billy said, hovering around Spencer, "I hate that scary stuff."

"It's just about ghosts," Spencer said in what he hoped was a reassuring voice.

"How does that help? Ghosts are terrifying!"

"But, _you're_ a ghost, what's there to be scared of?" Spencer asked, rolling his eyes.

"Sorry, bromide, you're on your own." The spectre said, sinking down through the floor.

"Bi-lly!" Spencer whined, but his friend didn't return. Spencer looked at the DVD in his hand before popping it into the player and sinking down into a chair. He sighed; he knew Billy didn't like scary films, but he'd hoped this one would be different. Spencer had picked it because it was about ghosts. His hope was that ghosts couldn't be afraid of other ghosts. Clearly he'd underestimated Billy again.

The film opened with a family inheriting a large, peculiar mansion from a distant relative. Spencer grinned, _just like my family and Billy's place_, he thought. The mansion, of course, turned out to be haunted, and Spencer smiled wider at the familiar premise.

As the movie progressed it followed all of the standard horror fare. The ghosts made their presence known and chased the family around the house, there were jump scares and loads of blood, a guy got cut in half vertically; it was pretty great.

Near the end came the big plot twist; the villain was revealed and had been using the family as bait the entire time. Rounding up all the ghosts into a hidden part of the mansion, he revealed the entire building was actually an elaborate machine. The contraption was a mechanical soothsayer with the ability to see into the future, but needed to be powered by spiritual energy. Spencer swallowed; the villain's use of machines to capture ghosts reminded him of Madame X. Maybe that's why she was chasing after Billy; she had some kind of Ocularis Infernum and needed a way to power it. Spencer chewed his lip as the film's climax unfolded. Suddenly he snatched up the remote and turned the television off; he didn't feel like seeing what was going to happen to the ghosts.

Sighing, he went downstairs to look for Billy. He found the incorporeal man lying upside down on a couch, skimming celebrity magazines for any mention of himself. Spencer leaned over the couch and told Billy the film was over and it was safe to come upstairs and go to bed. He winced as he heard his sister chide him from the top of the stairs for talking to himself again. When her footsteps disappeared into the bathroom, they both went up to Spencer's room.

As he crawled into bed, Spencer's mind was still reeling. He couldn't get that movie out of his head. Horror had never bothered him before, at least not since he was very young, but this one had hit a little too close to home. What if that _was_ what Madame X was trying to do? What if the reason she was so bent on kidnapping Billy was because she wanted to use him as a deranged energy source? It wasn't that farfetched since she was going to an awful lot of trouble to capture Billy and she _did_ have that ghostainment unit. If she had a machine that could capture ghosts, who's to say she didn't have one that could be powered by them too?

And then there was the ectoplasm. It could work all kinds of crazy magic and Billy was literally made of the stuff. Perhaps that was what she wanted, a source of infinite magic goo. Or maybe not so infinite, Spencer had no idea how much ectoplasm Billy could make. What would happen if he lost too much too quickly? Would he stop existing, like some kind of second death? Would Madame X have the foresight not to just drain and "kill" him? Would she care?

Spencer rolled onto his back and pushed his head down into the pillow. _There's no point worrying about it right now_, he tried to tell himself, _just go to sleep_. But he didn't fall asleep and the thoughts wouldn't stop. He tossed and turned, not wanting to close his eyes for fear of seeing images from the movie. Eventually, the exasperated boy ended up on his back again. He pulled his blanket up over his nose and looked at Billy. The spectre was rolled up in one of his blankets like some kind of giant, levitating burrito.

Spencer idly considered waking Billy up and asking him to sing again. No sooner did the thought cross his mind, than he felt his face heat up. His eyes darted to the ceiling as he tried to imagine how embarrassing it would be to ask his friend to sing him a lullaby. Although… Perhaps Billy would offer another song, if Spencer's restlessness woke him up again.

Spencer changed sleeping positions and tossed with increasing vigor. He cleared his throat. At one point he even tossed a pen at the slumbering phantom, but nothing seemed to work. Defeated, Spencer laid on his stomach and buried his face in a pillow. He felt more awake than ever, but very slowly he finally drifted to sleep. His thoughts on the movie did not go away, however. His dreams re-enacted the plot, with himself and Billy as the main cast. Due to the arbitrary nature of dreams, Spencer didn't even know how Madame X captured Billy, but now he watched helplessly as she drained the presence from the spirit. He could hear his friend plead for mercy, for help, but he couldn't do anything. He couldn't move. Something was holding him back, pinning him down, shaking him-

"Woah, wake up, Brojangles! Dude, Spence! Hey, it's okay, wake up!"

Spencer's eyes shot open to see Billy's own wide eyes staring back from only inches away. The boy sat up with a jolt, pushing the ghost back as he did. He was damp, sweating, shaking and he could hear the blood rushing in his ears. He swallowed and looked up at Billy, feeling fairly certain that those black eyes had never been any wider.

"Dude… Are you alright? You were, like, crying in your sleep." Billy said.

"Crying? I wasn't crying!" Spencer retorted.

"Well, that's what it sounded like," Billy lifted a hand and gently wiped a tear away from Spencer's eye. He held it out so the boy could see, "That's kinda what it looks like too." Spencer looked down at the droplet and quickly looked back at Billy. His hands snapped up to wipe his face. His cheeks were soaked with tears and he was suddenly aware of how hot and sore his eyes were.

"Man, you were going 'no no no' and 'don't' and 'leave me alone', it freaked me out," Billy said. Spencer thought briefly that he'd probably been saying 'leave _him_ alone' but he didn't mention it. Billy leaned forward a bit and looked a little smug, "That's what you get for watching so many horror movies."

"It's not from the movies!" Spencer said defensively as he lay back down and pulled the covers tightly around himself, "When have I ever had a nightmare before?"

Billy didn't respond, but floated out of sight for a moment, "I bet I know what it was about." He said slyly as he shimmered up through the bed on the other side of Spencer.

"What?"

"I bet it was about me," Billy said and Spencer felt himself heat up with embarrassment. "I told you ghosts were scary, bro. I bet you dreamed I went crazy and tried to turn _you_ into a ghost!" Billy gave a half-hearted pounce, pinning down Spencer's shoulders.

Spencer looked up at him, unimpressed, "No, that wasn't it."

Billy shrugged and floated away casually. Spencer grabbed a pillow and used it to wipe the tears off his face. He looked back at Billy who was floating towards his blanket. It had ended up on the other side of the room, as if Billy had thrown it off when he heard Spencer's fit.

"Hey… Billy," Spencer felt his heart speed up as Billy turned around smiling.

"Yeah?"

_I'm still scared, can I sleep with you?_ Spencer shook the intrusive thought out of his head, "Can, uh… Can you… Well, I mean… Uh… Hey, you know that song you sang last night? Do you have any other songs like that? Sorta soft and serious ones?"

"You want another lullaby, Spence?" Billy asked. Spencer cringed, but Billy asked in such a straight forward way. He wasn't mocking; he acted like there was nothing weird about a teenager asking his friend to sing him to sleep.

"Yeah." Spencer admitted shyly. Billy's face lit up and he clapped his hands together.

"Just sit tight," Billy said floating back to the bed and leaning on the side like he had the night before, "The Cobra's got you covered." He looked bashful for a moment, "I, uh, made sure to think up some of my other "soothing" songs, in case, you know, you… Well, in case you couldn't sleep again."

Spencer felt a smile tug at the corners of his mouth as Billy began humming. This time he hummed for quite a while –an entire intro- before he eased into singing,

"_I've got something on my mind, but I aint got no information _

_I don't mean to be unkind, but I'm in a no win situation_

_And ooh I bet you'd like me to say, to give it all away_

_But it ain't happening, no, no, n_o, no, no"

The spirit's voice started to get louder with the last line and Spencer could tell when he had to _try_ to lower it back down, but when he did his voice became very somber and quiet,

"_I've lost the art of conversation; I don't think I can ever get it back_

_I think of things I should have said, but after the moments gone and dead_

_And nothing I can do will bring it back_-"

He stopped singing abruptly and watched Spencer's chest move up and down with each breath. He watched quietly for some time, noting that the boy was already asleep. Eventually he began singing again anyways, very quietly this time. He sang a different song now, one that he didn't write.


End file.
